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AMCX > SEC Filings for AMCX > Form 8-K on 17-Dec-2012All Recent SEC Filings

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Form 8-K for AMC NETWORKS INC.


17-Dec-2012

Other Events


Item 8.01 Other Events

On December 17, 2012, AMC Networks Inc. ("AMC Networks") issued, and certain of AMC Networks' subsidiaries (hereinafter, the "Guarantors") guaranteed, $600,000,000 aggregate principal amount of senior notes due December 15, 2022 (the "Notes") in a registered public offering pursuant to an Underwriting Agreement, dated December 10, 2012, among AMC Networks, the Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters named in Schedule I thereto. AMC Networks used the net proceeds of this offering to repay the entire outstanding amount under its term loan B facility in an amount equal to approximately $588.0 million, with the remaining proceeds to be used for general corporate purposes. The Notes were registered by AMC Networks under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-185361).

The Notes were issued pursuant to an indenture, dated as of December 17, 2012, as amended by the First Supplemental Indenture, also dated as of December 17, 2012, among AMC Networks, the Guarantors and U.S. Bank National Association, as Trustee.

The Notes will bear interest at a rate of 4.75% per annum and mature on December 15, 2022. Interest will be payable semiannually on June 15 and December 15 of each year, commencing on June 15, 2013. The Notes are AMC Networks' general senior unsecured obligations and will rank equally with all of AMC Networks' and the Guarantors' existing and future unsecured and unsubordinated indebtedness, but will be effectively subordinated to all of AMC Networks' and the guarantors' existing and future secured indebtedness, including all borrowings and guarantees under AMC Networks' senior secured credit facility, to the extent of the assets securing that indebtedness.

On or after December 15, 2017, AMC Networks may redeem Notes, at its option, in whole or in part, at any time and from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the twelve month period beginning on December 15 of the years indicated below:

                       Year                   Percentage
                       2017                       102.375 %
                       2018                       101.583 %
                       2019                       100.792 %
                       2020 and thereafter            100 %

A copy of the First Supplemental Indenture and the Form of Notes is attached as Exhibit 4.1 to this Current Report on Form 8-K.

Item 9.01 Exhibits

(d) Exhibits

4.1 First Supplemental Indenture, dated as of December 17, 2012, to the Indenture, dated as of December 17, 2012, among AMC Networks, as issuer, the Guarantors and U.S. Bank National Association, as Trustee, and Form of Notes.

5.1 Opinion of Sullivan & Cromwell LLP.


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